Arwin rasyid from his position as Chairman Director of the Company with effect from the completion of GMS. Sixth agenda item: to approve the amendment of the provisions of the company's articles of association in order to harmonize them with the regulations of the Office for Financial Services no.
GMS PROCEDURES
- Approval of the Company’s Annual Report and Ratification of the Company’s Financial Statements for the financial year ended 31 December 2014
- Determination of the Appropriation of the Company’s profit for the financial year ended 31 December 2014
- Appointment of the Company’s Public Accountant for the financial year 2015 and determination of honorarium and other requirements related to the appointment
- Changes in the Composition of the Company’s Management
- Determination of the amount of salary/honorarium and other allowances for the Company’s Board of Commissioners, Directors and Sharia Supervisory Board
- Approval of several amendments of the Company’s Articles of Association Agenda explanation: Explanation was conveyed during discussion of agenda 6
- Approval of several amendments of the Company’s Articles of Association
The GMS resolutions were published by 1 Bisnis Indonesia daily, the Exchange and the company's websites. Arwin rasyid, in his capacity as the President Director the GMS ATTENDANCE OF THE.
LEGAL REFERENCES
BOARD OF COMMISSIONERS CHARTER
DUTIES, RESPONSIBILITIES AND AUTHORITY
BOARD OF COMMISSIONERS COMPOSITION
CIMB Niaga's Board of Directors is one of the main bodies of the GCG, responsible for the oversight function of the company's management activities to ensure compliance with the predetermined business objectives.
ORIENTATION PROGRAM FOR NEW MEMBERS OF THE BOARD OF COMMISSIONERS
TRAINING PROGRAM FOR MEMBERS OF THE BOARD OF COMMISSIONERS
Briefing of 2 new Board Risk Committee members, KL June 4, 2015 Risk appetite workshop with CIMB combined boards, KL June 9, 2015 Risk behavior workshop with Group Board Risk Committee &. 12 October 2015 Pre-Annual Group Risk Management Summit, KL 5 November 2015 Induction for new directors of CIMB Group Holdings Berhad.
BOARD OF COMMISSIONERS INDEPENDENCY
DISCLOSURE OF CONCURRENT POSITIONS
SHAREHOLDING
Statement of Independent Commissioners
DIRECTORS STRUCTURE AND COMPOSITION
DIRECTORS INDEPENDENCY
DIRECTORS DUTIES AND RESPONSIBILITIES
Scope of Work and Responsibilities of each Director
Manage the company's financial performance with due consideration of the company's productivity and resource efficiency. Ensuring strategic direction in risk management in the company, taking into account the prudential principle, implementing all aspects of the risk management policy in the company as a whole.
DIRECTORS COMPETENCY PROGRAMS
Capital market to increase the company's profit growth through money market and capital market activities. To manage funding, liquidity and liability for the business to ensure prudent operation of the business.
Orientation Program for new members of the Directors
John Simon – Director of Treasury & Capital Market To provide strategic direction in the marketing and development of products and services from Treasury &.
Training Programs for the Directors
CX Campaign - Serving from the Heart September 4, 2015 (Jakarta) Internal Capital Adequacy Assessment Process [ICAAP] November 24, 2015 (Jakarta) BASEL – IrB rWA Projection for CIMB Niaga December 3, 2015 (Jakarta) 6 Rita Mas'Oen Implementation of risk management & Integrated Governance for. No Name Seminars Time and Place 10 Vera Handajani Implementation of Risk Management & Integrated Governance for.
DIRECTORS CHARTER
The Banking Paradigm: Disruptions, Risks and Opportunities November 4, 2015 (Kuala Lumpur) Internal Capital Adequacy Assessment Process [ICAAP] November 24, 2015 (Jakarta) 11 John Simon Management Risk Balance Sheet and Control Best Practices: Fund. Media Skills Training 17 December 2015 (Jakarta) . *) Based on the record in the structure and composition of directors.
DISCLOSURE OF CONCURRENT POSITIONS HELD BY THE DIRECTORS
3rd Asiamoney-CIMB ASEAN Domestic Bond Markets Roundtable Series - "Mapping Rapid Growth of Long-Term Bond Markets in Indonesia: Opportunities and Challenges".
DIRECTORS SHAREHOLDING
Shareholding of the Directors at the Company
Shareholding at Other Companies
BOARD OF COMMISSIONERS PERFORMANCE ASSESSMENT
Assessment Criteria
DIRECTORS PERFORMANCE ASSESSMENT
President Director * Vice President Director * Consumer Banking (Retail) Treasury and Capital Market Credit Risk Management Operations and Information Technology Compliance, Corporate Affairs & Legal Strategy & Finance Human Resources. The Vice President directly oversees Commercial Banking, SME Banking and Sharia Banking. In 2015, the directors successfully managed the company amid challenging economic conditions and remained vigilant to maintain the quality of the company's assets and performance stability to sustain optimal and outstanding performance. performance.
BOARD OF COMMISSIONERS REMUNERATION STIPULATION Board of Commissioners Remuneration Stipulation Procedures
Board of Commissioners Remuneration Structure
DIRECTORS REMUNERATION STIPULATION Directors Remuneration Stipulation Procedures
Directors Remuneration Structure
Directors Remuneration Stipulation Indicators
BOARD OF COMMISSIONERS MEETINGS Attendance
Main Agenda of the Meeting
DIRECTORS MEETINGS Attendance
Meeting Agenda
BOARD OF COMMISSIONERS AND DIRECTORS JOINT MEETINGS Attendance
In order to create a professional and solid company leadership, competent and future-oriented, CIMB Niaga encourages and implements diversity in the composition of the company's management in terms of gender, education and career in various industries. According to the company, diversity in the composition of directors is also necessary to build the trust of stakeholders.
MAJOR AND CONTROLLING SHAREHOLDERS, DIRECT OR INDIRECT UP TO INDIVIDUAL SHAREHOLDERS
FINANCIAL AND FAMILIAL RELATIONS
AUDIT COMMITTEE
Legal References
Audit Committee Charter
Structure and Membership
Audit Committee Members Qualifications and Profiles
Currently, he also serves as an independent member of the audit committee of PT Bank Negara Indonesia (Persero) Tbk since 2008. Previously, he was an independent member of the audit committee of PT Indonesia Infrastructure Finance (IIF) and PT Garuda Indonesia (Persero).
Audit Committee Independency
Duties and Responsibilities
Performance of Duties Report 2015
Committee Meetings and Attendance
Discussed audit plans, objectives and findings, review of audit plans, follow-up audit procedures and adequacy of the internal control system. Meeting with the director and relevant units to guarantee the adequacy of the internal control system in the management of non-performing assets, non-performing loans (NPL), Corporate Banking and Commercial Banking, as well as the status of key projects in 2015, on 1 separate platform .
2016 Plan
Discuss the recommendations of the Financial Services Authority, Bank Negara Malaysia and the Public Accountant. Meeting with Public Accountant to discuss the audit scope, audit plans, audit findings and management letter submitted.
NAPITUPULU Member (Independent Commissioner)
Discussed the progress of follow-up audit results every quarter of Bank Indonesia and Bank Negara Malaysia. Discussed the compliance risk in the area of human resources, sanctions for Bank Indonesia and follow up on audit findings from Bank Indonesia.
Nomination and Remuneration Committee Charter
Structure, Membership & Independency
Nomination and Remuneration Committee Members Qualifications & Profiles
Nomination policy
Preparing and advising on the appointment and/or replacement system and procedures of members of the Supervisory Board and Directors, and Sharia Supervisory Board for submission to the General Meeting of Shareholders;. Make recommendations on the Independent Party nominated as the Audit Committee and the members of the Risk Monitoring Committee.
Remuneration policy
Provided direction and recommendation for the implementation of talent management in the company, to identify potential employees and create a succession plan for critical positions. The main tasks of the ICGC are to assess the implementation of Integrated Governance through assessment of the adequacy of internal control and the implementation of integrated compliance, as well as recommendations to the Board of Commissioners for the improvement of the guidelines of Integrated Governance.
Nomination and Remuneration Committee Meetings and Attendance
The Risk Monitoring Committee has been established by and is accountable to the Supervisory Board to support the performance of the duties and responsibilities of the Supervisory Board with regard to the application of risk management in the company.
Risk Monitoring Committee Charter
Structure, Membership and Independency
Risk Monitoring Committee Members Qualifications & Profiles
He serves as a Member of the Appointments and Remuneration Committee since March 2013, and simultaneously as a Member of the Risk Monitoring Committee. The Risk Monitoring Committee periodically reports its activities and recommendations to the Board of Commissioners.
Risk Monitoring Committee Meetings and Attendance
Monitor and review the performance of the duties of the Risk Executive Committee, which consists of the Risk Management Committee and the Risk Management Unit. Monitoring of significant audit findings from an operational risk management perspective, including the investigation report and follow-up of improvement and mitigation undertaken.
Integrated Corporate Governance Committee Charter
The Integrated Corporate Governance Committee (ICGC) has been established to assist the board of commissioners of the parent entity in overseeing and implementing integrated corporate governance. Pursuant to the letter of CIMB Group Sdn Bhd as the controlling shareholder dated 13 February 2015 on the implementation of integrated governance for financial conglomeration and the determination of PT Bank CIMB Niaga Tbk as the parent entity (PE); thus, the Board of Commissioners set up the Integrated Committee on Corporate Governance to support the effectiveness of the Board of Commissioners of PE tasks related to the implementation of the ICGC.
Integrated Corporate Governance Committee Qualifications & Profiles
Wulan Tumbelaka Member
The main duties and responsibilities of the ICGC are to evaluate the implementation of integrated corporate governance through at least the assessment of the adequacy of internal control and the implementation of integrated compliance functions.
Parent Entity Duties and Responsibilities
The Parent Entity Sharia Supervisory Board ensures that the implementation of Integrated Corporate Governance does not conflict with Sharia principles. The Integrated Corporate Management Committee periodically reports on its activities and recommendations to the Board of Commissioners.
Integrated Corporate Governance Committee Meetings and Attendance
WULAN TUMBELAKA Member (PE Director)
The Executive Committee is the management-level committee established to support the duties and responsibilities of the Directors. The membership structure of the Executive Committee is based on the decision of the minutes of the meeting of the directors with the following job descriptions:.
ASSET & LIABILITY COMMITTEE (ALCO)
However, the directors also have the authority to form the Other Executive Committee in accordance with the business requirements of the Bank. The division of duties and responsibilities of these commissions is regulated in the mandate of each commission.
ALCO Structure and Membership
Approve Management Action Trigger (MAT) or liquidity and interest rate risk limits in the Banking Book. Identify and review funding and liquidity requirements and take action in accordance with certain liquidity and funding conditions.
2015 Work Programs
2015 Work Realization
CREDIT POLICY COMMITTEE (CPC)
2015 Work Programs and Realization
Treasury Product related to Forex (FX) Transaction with Credit Risk Factor (CrF) Collateral, Back to Back Bond Transaction, Bond Issuer Limit Suspension and Bond Repo & Reverse Repurchase Credit Exposure. Adjustment of Sharia Funding Policy related to Sharia Commercial Banks Assets Quality Assessment and Sharia Business Unit in line with Financial Services Authority regulation.
INFORMATION TECHNOLOGY STEERING COMMITTEE (ITSC)
Approval of the Strategic Information Technology Plan that is in line with the strategic plan of the Bank's business activities. Ensure IT compliance with management information system requirements and the requirements of the Bank's business activities.
2015 ITSC Work Programs and Realization
Monitor the compliance of the result of the implementation of the IT project with the plan and the projection of the agreed project results.
RISK MANAGEMENT COMMITTEE (RMC)
As the superior committee of the bank's entire risk management system, the RMC has broad responsibilities. Develop and recommend risk management policies and framework, including the bank's risk management strategy and risk appetite statement (rAS).
OPERATIONAL RISK MANAGEMENT COMMITTEE (ORC)
Committee Meeting
In 2015, the OrC reviewed and approved the operational risk development framework and few other related policies, as well as ensuring that the framework and policies have been adequately implemented. At the same time, to also evaluate the operational risk management process by ensuring the effectiveness of the implementation of the Three Lines of Defense function.
Compliance Unit Organization Structure
Compliance Principles
Compliance Functions
Compliance Activity in 2015
Communicating new regulations and updates to operating units, including gap analysis development with the Bank's current conditions. 1 Committee Meetings Attendance (such as: CPC, OrC, CGC, BDC) according to roles and responsibilities of Compliance Unit.
2015 Compliance Indicators
Implementation and Reporting Activities of Anti-Money Laundering
AML and CFT trainings are mandatory for all new and existing employees to attend regularly. In total, he advised 3,274 AML and CFT implementations to business units and operational units in the bank.
Organization Structure of Corporate Affairs & Legal/Corporate Secretary
From 1 October 2013, he was appointed as CIMB Niaga's Corporate Secretary and concurrently as CIMB Niaga's Head of Corporate Affairs and Legal Affairs. He obtained a PhD in Law (M&A) from the American University of London, United Kingdom in 2009, a Master of Laws in Business and Economic Law from the University of Minnesota, Law of School, USA in 1999 and a Bachelor of Laws from Gadjah Mada University, Yogyakarta in 1990.
Corporate Affairs & Legal/
He once held the position of Relationship Director-Corporate Banking, Clydesdale Bank (Australian Banking Corp. Group) London, UK and General Manager Bank Mandiri Europe Limited (BMEL) London, UK, 2004-2010.
Corporate Secretary
Legal Reference
Term of Office of Corporate Secretary
Report on the Implementation of the Function of Corporate Secretary
The Company Secretary also organized and attended meetings of the Supervisory Board committees. April 15, 2015 Resubmission of PT Bank CIMB Niaga Tbk GMS Resolution Report April 16, 2015 Disclosure of Rating Results.
Internal Audit Charter
The IAU's main tasks are to ensure that the management process and operation of the company correspond to the applicable laws and regulations, as well as to support the company's interests and vision. The IAU is also responsible for ensuring the adequacy and proper process of internal controls.
Head of Internal Audit Unit Profile
IAU Human Resources and Professional Certifications
IAU Structure and Composition
IAU Organization Structure
Integrated Audit
Periodic monitoring of the implementation of the integrated audit includes control audits carried out by the internal audit of each member. Integrated Internal Audit reports to the Director any issues that may disrupt the continuity of operations of financial services institutes and affect the company.
IAU Duties and Responsibilities
The IIAU is tasked with overseeing the implementation of internal audit at all financial service providers in the financial conglomerate. In performing its duties, IIAU conducts auditing individually, jointly or based on Financial Service Institute internal audit reports.
Participation in the Internal Audit Profession Association
Implement and report the Quality Assurance and Improvement Programs (QAIP) covering all aspects of internal audit activity. The QAIP also evaluates the effectiveness and efficiency of internal audit activity and identifies opportunities for improvement.
Audit Activity Report 2015
To inform Directors and Board of Commissioners of the status of corrective actions on audit findings and recommendations through the Audit Committee. The Internal Audit of QAIP includes the assessment of compliance with the definition of Internal Audit and the Standards, as well as the assessment of the auditor's compliance with the code of ethics.
2016 Work Plan
Appoinment of the Chief of IAU
In terms of the FSA regulations, the appointment of the external auditor and the determination of the fees by the Audit Committee are proposed by the ABS.
EFFECTIVENESS AND FREQUENCY OF AUDITOR COMMUNICATION
Monitoring on External Auditor
Number of Periods of the Accountant and Public Accountant Firm that has
Other services of the Accountant and Public Accountant Firm to CIMB Niaga
Audit Fees
Name of Public Accountant
Name of Public Accountant Firm
Risk Management System in the Company
EVALUATION OF RISK MANAGEMENT SYSTEM EFFECTIVENESS
Risks Encountered by the Company
Risk Management Efforts
CIMB Niaga establishes the internal control system as an important monitoring component in the company's management and as a reference of a healthy and well-controlled banking operation. CIMB Niaga's internal control system framework refers to COSO - (Committee of the Sponsoring Organizations of the Treadway Commission) - Internal Control Integrated Framework.
Internal Control System
The internal control system supports the bank in achieving its performance objectives, enhances stakeholder value, minimizes the risk of losses and maintains compliance with applicable laws and regulations. 5/21/DPNP of September 29, 2003 on the implementation of risk management in commercial banks, amended by Bank Indonesia Circular No.
Implementation and Conformity with COSO - Internal Control Framework
5/8/PBI/2003 of May 19, 2003 on the implementation of risk management in commercial banks, amended by Bank Indonesia Regulation No. The directors, executives and internal audit continuously monitor the effectiveness of the overall implementation of internal control.
Internal Control Statements
The Compliance Unit submits periodic compliance reports to the Board of Commissioners, Directors and Bank Indonesia. The Company Managers periodically review the existence and effectiveness of controls, carry out adequate division of duties, regularly verify the accuracy of the data, and maintain and test the emergency response plan.
Internal Control Effectiveness Evaluation
The lawsuits involving the company in 2015 did not significantly affect the company's status, position and business continuity. The company was a defendant in the civil cases and a defendant in the criminal cases.
Civil Case
Criminal
Perkara Gugatan Perbuatan Melawan Hukum (240/Pdt.G/2011/PN.Jaksel) Parties: SA (Plaintiff I)
Subject: This lawsuit is the same lawsuit filed by the plaintiffs and other former shareholders of KD against the Company. Society (Defendant I) KPKNL (Defendant II) TI (Defendant III) HA (Defendant IV) AZA (Defendant v) SPS (Defendant vI) BPN (Co-defendant).
Material Cases Involving Incumbent Members of the Directors and Board of Commissioners
Subject: Plaintiffs filed a lawsuit alleging that the Company acted unlawfully as a trustee agent in the issuance of I BGI Subordinated Bonds.
Administrative Penalty by Capital Market Authority or other Authority
Litigations involving subsidiary
CIMB Niaga Auto Finance (CNAF)
Material Cases Involving Incumbent Members of CNAF Directors and Board of Commissioners
KITA Finance (KITAF)
Civil
Pidana
Material Cases Involving Incumbent Members of KITAF Directors and
Material Transactions
Conflict of Interests
If all commissioners have conflicts of interest in matters requiring the GMS decisions, the presiding director presides over the GMS. In the event that the President Director has conflicts of interest in matters requiring the GMS decisions, the General Meeting shall be chaired by another member of the Board without a conflict of interest.
Affiliated Transactions
No Related Parties Nature of Relationship Nature of Transactions 6 PT CIMB Securities Indonesia Controlled by the same ultimate entity. CIMB Bank Niaga's Management Loans; Customer Deposits 13 PT Kayo Inti Gemilang Under the control of the same ultimatum.
Investor Relations Function
Social Media
CIMB Niaga's social media supported this program by holding photo contests on Twitter and Instagram using the hashtags #UntukBandungDariHati. With social media programs active, the number of fans on the CIMB Niaga fan page reached 765,466 users as of December 2015.
List of Press Releases
Another exciting activity was the City Integrated Program (CIP), an integrated marketing program designed to commemorate CIMB Niaga's 60th anniversary. Offering competitive fixed interest rate, CIMB Niaga Boost 17 CIMB Niaga Mortgage and MasterCard Launch OctoPay and Virtual Credit Card 21.
Code of Conduct Statements
Applicable Across All Organisational Levels
Code of Conduct Objectives
Code of Conduct Contents
Code of Conduct Dissemination and Enforcement
One of the realizations of the company's commitment to internal control is the enforcement of a system policy for reporting irregularities. The company has been implementing a whistleblowing policy and system since 2011, and is gradually improving the reporting mechanism to regularly disseminate information about reporting channels.
Reporting Channels
Whistleblower Protection
Whistleblowing Handling
Whistleblowing Management
Whistleblowing Results
The company has implemented policies to address internal violations committed by employees, including defining the role and responsibilities of unit supervisors and managers. The company has a Goods and Services Procurement Policy that defines the procurement process.
THE COMPANY’S STRATEGIC PLAN
The table below contains data on frauds committed by management, permanent and non-permanent employees (honorary and external personnel) to the work process and operational activities of the Company with a financial impact of over 100 million rp.
FUNDS TO RELATED PARTIES AND LARGE ExPOSURES
SHARES AND BONDS BUYBACK
TRANSPARENCY OF THE COMPANY’S FINANCIAL AND NON-FINANCIAL
HIGHEST AND LOWEST SALARY RATIO
FUNDS FOR SOCIAL AND POLITICAL ACTIVITIES
ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE
- Rights of Shareholders
- Shareholders Equality Treatments
- Roles of Stakeholders
- Disclosure and Transparency
- Responsibilities of the Board
The Company has disclosed the profiles of Directors and Board of Commissioners (age, qualifications, first appointment as Directors or Commissioners of the Company, experience and concurrent positions as Director in other Public Companies). The company has disclosed the performance evaluation criteria of the Board of Commissioners in a separate section of this annual report.
INFORMATION DISCLOSURE OF THE FSA RECOMMENDATIONS
IMPLEMENTATION ON CORPORATE GOVERNANCE CHARTER OF PUBLIC COMPANIES
Enhance the Quality of the
The Company has internal policies in place against illegal activities, namely an anti-fraud policy, a code of conduct and a malpractice policy, as disclosed in separate sections of this annual report. The company has a long-term incentive policy in place, including Management Stock Option (MOP), Equity Management Program (MEP) and Employee Stock Option (EOP).
INTEGRATED CORPORATE
In addition to the website, the Company also uses other forms of IT and social media applications, such as SMS Banking, Instagram, Phone Banking, Facebook and Twitter. The principle has not yet been implemented, however the Company is taking corporate measures and is in the process of fulfilling this principle.
GOVERNANCE IMPLEMENTATION REPORT
Further details on the Integrated Corporate Governance Committee are disclosed under Committees of the Board of Commissioners. Conducted an integrated corporate governance implementation assessment and reported the outcome to the FSA.
Integrated Corporate Governance Implementation Assessment Report
Distributed and executed the kick-off event of CIMB Niaga Integrated Corporate Governance implementation as well as signing of the Integrated Corporate Governance implementation commitment charter on 22 May 2015. Before that, on 13 February 2015, CIMB Group Sdn Bhd as controlling shareholder identified CIMB Niaga as the parent entity and other financial service institutions members of the financial conglomerate.
SHAREHOLDING STRUCTURE
Under the shareholding structure of financial service institutions in CIMB Indonesia Financial Conglomerate, there is only 1 financial service institution, namely CNAF, which is directly owned by Bank CIMB Niaga with 99%. property right. To manage intra-group transactions in the conglomerate, all financial service institutions adhere to applicable policies of their respective organization.
SHARIA CORPORATE GOVERNANCE REPORT
Sharia GCG Self Assessment
Sharia Supervisory Board (DPS)
DPS Duties and Responsibilities
DPS 2015 Work Programs
DPS 2015 Work Programs Realization
Discussed and formulated membership in the CIMB Niaga Integrated Committee together with other DPS of companies associated with the CIMB Niaga Group.
Disclosure of Concurrent Positions of DPS Members
DPS Meeting Frequency and Attendance
14 014/DPS/KNP/IX/2015 Profit calculation for funding of customers in v10 system using Split and Fatigue methods. 19 019/DPS/KNP/IX/2015 Notarial Deed as document to withdraw deposit from deceased third party fund client.
DPS Remuneration
Sukuk Mudharabah Scheme with CIMB Securities Billing Statement for Murabahah Financing Prepayment Processing in MMQ Financing 4 March 27, 2015 Sharia Trade Finance.
Sharia Director
Sharia Director Profile
Sharia Director Duties and Responsibilities
Sharia Director Performance Assessment
Financial and Non-Financial Condition Transparency
Non-Financial Condition Transparency
Internal Fraud & Settlements
Litigations (Civil and Criminal) and Settlements
Non-Halal Income and Utilization
Fund Disbursement to Social Activities
Sharia Supervisory Board Members Profile
